Obligation ZF Friedrichshafen AG 2% ( XS2338564870 ) en EUR

ZF Friedrichshafen AG

92.29 % ▼

Allemagne

XS2338564870 ( en EUR )

2% par an ( paiement annuel )

05/05/2027

Prospectus brochure de l'obligation ZF Friedrichshafen XS2338564870 en EUR 2%, échéance 05/05/2027

06/05/2026 ( Dans 334 jours )

ZF Friedrichshafen AG est un équipementier automobile allemand spécialisé dans les systèmes de transmission, de châssis et de sécurité active et passive.

L'Obligation émise par ZF Friedrichshafen AG ( Allemagne ) , en EUR, avec le code ISIN XS2338564870, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/05/2027

Base Prospectus dated April 9, 2021
This document constitutes two base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017, as amended (the Prospectus Regulation): (i) the base prospectus of
ZF Friedrichshafen AG, Friedrichshafen, Federal Republic of Germany in respect of non-equity securities within the meaning
of article 2(c) of the Prospectus Regulation (Non-Equity Securities) and (ii) the base prospectus of ZF Finance GmbH,
Friedrichshafen, Federal Republic of Germany in respect of Non-Equity Securities.
ZF Friedrichshafen AG
(Friedrichshafen, Federal Republic of Germany)
as Issuer
and, in respect of Notes issued by ZF Finance GmbH,
as Guarantor
ZF Finance GmbH
(Friedrichshafen, Federal Republic of Germany)
as Issuer
EUR 7,500,000,000
Debt Issuance Programme
(the Programme)
Under this base prospectus (together with any documents incorporated by reference herein, the Prospectus), each
of ZF Friedrichshafen AG and ZF Finance GmbH (each an Issuer and together the Issuers) may, subject to
compliance with all relevant laws, regulations and directives, from time to time issue unsubordinated bearer notes
in a minimum denomination of EUR 100,000 per Note (together the Notes). The payments of all amounts due in
respect of Notes issued by ZF Finance GmbH will be unconditionally and irrevocably guaranteed by ZF
Friedrichshafen AG (in such capacity, the Guarantor). The aggregate principal amount of Notes issued under the
Programme outstanding will not at any time exceed EUR 7,500,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices
and maturities of the Notes and all other terms and conditions which are applicable to a particular Series and, if
applicable, Tranche of Notes (each term as defined below, see "General Description of the Programme") will be
set out in the document containing the final terms (each referred to as Final Terms) within the meaning of
article 8(4) of the Prospectus Regulation.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) in
Luxembourg as competent authority under the Prospectus Regulation and the Luxembourg Act relating to
prospectuses for securities dated July 16, 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières, the Luxembourg Law). The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not
be considered as an endorsement of the Issuers or the Guarantor or of the quality of the Notes issued under the
Programme. Investors should make their own assessment as to the suitability of investing in the Notes.
By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the
operation or the quality or solvency of each Issuer pursuant to article 6(4) Luxembourg Law.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit Notes
to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2014/65/EU, as amended (MiFID II). However, Notes may also be issued under the Programme which
are listed on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock
exchange as specified in the relevant Final Terms.

This Prospectus and any supplement to this Prospectus will be published in electronic form, together with all
documents incorporated by reference, on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of April 9,
2022. The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in
the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus
is no longer valid.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any
jurisdiction where such offer or solicitation is unlawful.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the Securities Act) and subject to certain exceptions, the Notes may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own
circumstances and financial condition. Investing in the Notes involves certain risks. Please review the section
entitled "Risk Factors" beginning on page 11 of this Prospectus.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
Helaba
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho Securities
MUFG
Santander Corporate & Investment
Banking
SMBC Nikko
UniCredit
2

RESPONSIBILITY STATEMENT
ZF Friedrichshafen AG with its registered office in Friedrichshafen, Federal Republic of Germany (ZF, ZF AG,
the Company or the Guarantor) and ZF Finance GmbH, with its registered office in Friedrichshafen, Federal
Republic of Germany (ZF Finance GmbH) (the Company and ZF Finance GmbH each an Issuer and together the
Issuers) accept responsibility for the information contained in this Prospectus and for the information which will
be contained in the Final Terms (as defined herein).
Each Issuer and the Guarantor hereby declares that, to the best of its knowledge, the information contained in this
Prospectus for which it is responsible is in accordance with the facts and contains no omission likely to affect its
import.
CERTAIN DEFINED TERMS
The terms ZF Group and Group or we, us or our as used in this Prospectus refer to ZF Friedrichshafen AG and its
consolidated subsidiaries. On May 29, 2020, ZF AG completed the WABCO acquisition with the closing of the
merger of Verona Merger Sub Corp. (Verona), an indirect wholly owned U.S. subsidiary of ZF AG, with WABCO
Holdings Inc., a Delaware corporation (WABCO, and together with its subsidiaries, the WABCO Group), with
WABCO surviving the merger as an indirect wholly owned subsidiary of ZF AG (the Merger). Accordingly, the
terms "ZF Group" and "Group" and "we", "us" and "our", when used in this Prospectus with reference to any
periods ended or dates prior to May 29, 2020, refer to ZF AG and its consolidated subsidiaries excluding WABCO
and its consolidated subsidiaries, and, when used with reference to any periods ended or dates including and after
May 29, 2020 (including the date of this Prospectus), refer to ZF AG and its consolidated subsidiaries including
WABCO and its consolidated subsidiaries. In particular, the historical consolidated financial information of ZF as
of and for the financial year ended December 31, 2019 does not include WABCO and its consolidated subsidiaries,
while the historical consolidated financial information of ZF as of and for the financial year ended December 31,
2020 includes WABCO and its consolidated subsidiaries with effect from the closing date of the Merger.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together
with the relevant Final Terms. Full information on the Issuers and any Tranche is only available on the basis of the
combination of this Prospectus, any supplement to this Prospectus and the relevant Final Terms.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates
of issue. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuers since the date
hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuers since the date hereof or the date upon which this Prospectus
has been most recently supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by any
Issuer or any other information in the public domain and, if given or made, such information must not be relied
upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is
responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any
document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any
3

relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America (United States, U.S. or US), the European Economic Area (EEA), the
United Kingdom (the UK), Singapore and Switzerland, see "Selling Restrictions". In particular, the Notes have not
been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and include
notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered in, into nor within the United States or to U.S. persons.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the relevant
Issuer or, as applicable, the Guarantor or any Dealer that any recipient of this Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any Final Terms
shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the relevant Issuer and, as applicable, the Guarantor.
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the terms and
conditions of the Notes (the Terms and Conditions) may be controlling and binding if so specified in the relevant
Final Terms. In respect of the German law governed guarantee (the Guarantee) (including the negative pledge
contained therein) the German language version is always controlling and binding.
The information on any website referred to in this Prospectus does not form part of this Prospectus and has not
been scrutinized or approved by the CSSF unless that information is incorporated by reference into this Prospectus.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a Distributor) should take into consideration the target market
assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules. None of ZF AG and ZF Finance GmbH is a manufacturer or Distributor for the purposes of
MiFID II and its supplementing EU legislative acts.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any Distributor should take
into consideration the target market assessment; however, a Distributor subject to the UK Financial Conduct
Authority (FCA) Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product
Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules. None of ZF and ZF Finance is a manufacturer or Distributor for the
purposes of the UK MiFIR Product Governance Rules.
4

PRIIPS REGULATION - EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU
(as amended), where that customer would not qualify as a professional client as defined in point (10) of article 4(1)
of MiFID II. If the above mentioned legend is included in the relevant Final Terms, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
UK PRIIPS REGULATION UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended (FSMA) and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA. If the
above mentioned legend is included in the relevant Final Terms, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK law by virtue of the EUWA (the UK PRIIPs Regulation)
for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS STABILIZATION MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF ANY STABILIZATION MANAGER(S)) IN THE APPLICABLE FINAL
TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR.
ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILIZATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILIZATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that interest amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank
Offered Rate (EURIBOR), which as at the date of this Prospectus is provided by the European Money Markets
Institute (EMMI). As at the date of this Prospectus, each of EMMI and IBA appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to article 36 of Regulation (EU) 2016/1011 of the European Parliament and of the Council of
June 8, 2016, as amended (the Benchmark Regulation). The registration status of any administrator under the
Benchmark Regulation is a matter of public record and save where required by applicable law the Issuers do not
intend to include in the relevant Final Terms any information on the registration status of any administrator.
5

In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended. U.S. dollars, USD or $ refer to the lawful currency of
the United States.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Group operates is
taken from publicly available sources, including, but not limited to, third-party studies or the Group's own
estimates that are also primarily based on data or figures from publicly available sources. The information from
third-party sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to
ascertain from information published by such third-party, no facts have been omitted which would render the
reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This
information is based on the Group's internal estimates and, as such, may differ from the estimates made by the
Group's competitors or from data collected in the future by market research firms or other independent sources. To
the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of
different studies, an individual study is not cited unless the respective information can be taken from it directly.
Neither the Issuers nor the Dealers have independently verified the market data and other information on which
third parties have based their studies or the external sources on which the Issuers' own estimates are based.
Therefore, the Issuers assume no responsibility for the accuracy of the information on the market environment,
market developments, growth rates, market trends and competitive situation presented in this Prospectus from
third-party studies or the accuracy of the information on which the Issuers' own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and competitive
situation presented in this Prospectus regarding the ZF Group and its operating divisions contained in this
Prospectus are based on own estimates and/or analysis unless other sources are specified.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and expectations regarding
the ZF Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the ZF Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. The ZF Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors", "General Information on the Issuers and the Guarantor ZF Friedrichshafen AG", "General
Information on the Issuers and the Guarantor ZF Finance GmbH" and "Business of the ZF Group". These
sections include more detailed descriptions of factors that might have an impact on the ZF Group's business and the
markets in which it operates.
6

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) such as adjusted EBIT, adjusted EBIT
margin, free cash flow, adjusted free cash flow, gross debt and nebt debt which are not recognized financial
measures under the International Financial Reporting Standards as adopted by the European Union (IFRS). Such
APMs must be considered only in addition to, and not as a substitute for or superior to, financial information
prepared in accordance with IFRS included elsewhere in this Prospectus. Investors are cautioned not to place undue
reliance on these APMs and are also advised to review them in conjunction with the consolidated financial
statements of ZF AG including the related notes.
7

TABLE OF CONTENTS
General Description of the Programme .................................................................................................... 9
Risk Factors .............................................................................................................................................11
General Information on the Issuers and the Guarantor ............................................................................43
Business of the ZF Group ........................................................................................................................59
Issue Procedures ......................................................................................................................................71
Terms and Conditions of the Notes .........................................................................................................73
Form of Final Terms .............................................................................................................................188
Guarantee ..............................................................................................................................................209
Use of Proceeds .....................................................................................................................................222
Taxation Warning ..................................................................................................................................223
Subscription and Sale ............................................................................................................................224
General Information ..............................................................................................................................230
Documents Incorporated by Reference .................................................................................................232
Names and Addresses............................................................................................................................234
8

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under this EUR 7,500,000,000 Debt Issuance Programme, the relevant Issuer, subject to compliance with all
relevant laws, regulations and directives, may from time to time issue Notes to one or more of the following
dealers: Banco Santander, S.A., BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, ING Bank N.V., J.P. Morgan AG,
Landesbank Baden-Württemberg, Landesbank Hessen-Thüringen Girozentrale, Mizuho Securities Europe GmbH,
MUFG Securities (Europe) N.V., SMBC Nikko Capital Markets Europe GmbH and UniCredit Bank AG, and any
additional dealer appointed under the Programme from time to time by the Issuers, which appointment may be for a
specific issue or on an ongoing basis (together, the Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the Arranger).
Deutsche Bank Luxembourg S.A. acts as listing agent (the Listing Agent).
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the Fiscal Agent) and paying agent (the Paying Agent).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Programme (the
Programme Amount) will not exceed EUR 7,500,000,000 (or nearly equivalent in another currency). The Issuers
may increase the Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein)
from time to time. If the Issuers decide to increase the amount of the Programme, a supplement to the Prospectus
will be prepared and published on the website of the Luxembourg Stock Exchange.
Issue of Notes
Notes issued by ZF Finance GmbH will have the benefit of a guarantee (the Guarantee) given by ZF
Friedrichshafen AG (in such capacity the Guarantor). The Guarantee constitutes an irrevocable, unsecured and
unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated
obligations of the Guarantor.
Notes may be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are
identical in all respects, but which may have different issue dates, interest commencement dates, issue prices and
dates for first interest payments may form a series (Series) of Notes. Further Notes may be issued as part of
existing Series.
Notes will be issued in such denomination as may be agreed between the relevant Issuer and the relevant Dealer(s)
and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro,
EUR 100,000, and, if in any currency other than euro, an amount in such other currency equivalent to at least
EUR 100,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of
a yield which will be determined on the basis of the orders of the investors which are received by the Dealers
during the offer period. Orders will specify a minimum yield and may only be confirmed at or above such yield.
The resulting yield will be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates is calculated in accordance with the ICMA (International Capital
Market Association) method and based on the issue price of the Notes. The ICMA method determines the effective
interest rate of notes taking into account accrued interest on a daily basis.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of Notes listed
on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange will be
displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes listed on any
other stock exchange in one or more member states of the EEA other than the Grand Duchy of Luxembourg, the
Final Terms will be displayed on the website of ZF (www.zf.com).
The Notes are freely transferable in accordance with the rules and regulations of the relevant Clearing System.
9

Distribution of Notes
The offer and distribution of any Notes of any Tranche will be subject to selling restrictions, including those for the
United States, the EEA, the UK, Singapore and Switzerland. See "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or
"United Kingdom (UK) MiFIR Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a Distributor) should take into consideration the target market assessment;
however, a Distributor subject to MiFID II and/or Regulation (EU) No 600/2014 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR) is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance Rules and/or the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK
MiFIR Product Governance Rules. None of ZF AG and ZF Finance GmbH is a manufacturer or Distributor for the
purposes of the MiFID Product Governance Rules and the UK MiFIR Product Governance Rules.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed
on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market "Bourse de Luxembourg", appearing on the list of regulated markets issued by the
European Commission and may be made on any other regulated market in a Member State of the EEA. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of MiFID II. However,
Notes issued under the Programme may be listed on any other stock exchange or may be unlisted as specified in
the relevant Final Terms.
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